Marvel Rewrite: Avengers
by OLD USERNAME DON'T FOLLOW
Summary: The adventures of Earth's Mightiest Heroes, set in my own Marvel Universe. AU. Some pairings here and there. T for violence.
1. Prologue 1: Captain America

**AUTHOR'S NOTE: This is the first of four prologues for this fic, which is a reboot of the Marvel Universe. It is entitled Marvel Rewrite: Avengers because it is about the Avengers' adventures, as well as the major crossovers.**

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><p>World War II.<p>

During World War II, Steve Rogers was just a scrawny 25-year-old, with not a chance of being enlisted into the army.

Until he signed up for the Super-Soldier Program, which made him tough as nails and twice as strong. They even gave him a shield made of vibranium and adamantium.

He fought battle after battle until...

The day the Red Skull fell in battle.

In early 1945, the Red Skull prepared to fire a prototype hydrogen missile at the White House.

Rogers easily made it to the missile complex with a couple thousand troops. The Nazis protecting the complex didn't stand a chance.

The Red Skull was far better off than his lackeys. The Skull had this weapon that he called... What was again? The God Cube? The Cosmic Cube? Probably the latter.

Nevertheless, Rogers was able to make his way to the missile as it launched.

As the missile began to rise into the air, Rogers leapt toward it and embedded his shield it. He kept a firm grip.

When he looked down to see if the missile was truly rising, he saw the Skull was clinging right behind him.

"Oh, this is just great," he complained.

Rogers was forced to kick the Skull off the missile, and the "Cosmic Cube" with him.

Then, he had to deal with an even bigger problem... disarming the missile.

It turned out to be more advanced than he suspected. Rogers was forced veer the missile off course away from the States and into the Pacific Ocean, where the missile exploded.

Where Steve Rogers lay unconscious.

Rogers believed he was in his last moments, for his life flashed before his eyes.

His _whole_ life.

Especially his last few years, when he wore the mantle of... what did they call him again?

_Captain America_.

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><p><strong>AUTHOR'S NOTE: For Cap's backstory, I decided to merge a little bit of the 2011 movie and the Ultimate comics. You'll be seeing a lot of references to both the Marvel Studios films and Ultimate Marvel.<strong>

**Next... Iron Man!**

**R & R!**


	2. Prologue 2: Iron Man

**AUTHOR'S NOTE: I'm going to try to wrap up the prologues within April, so Chapter 1 comes out on May 3 or 4. Wish me luck!**

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><p>Tony Stark is the smartest known man in America, next to Reed Richards and- possibly- Obadiah Stane.<p>

Reed and Tony always seemed to get along well, but Obadiah and Tony... like brothers. After all, Obadiah was an old friend of Tony's dad.

How long ago was it? Two years? Maybe three.

Tony Stark was testing a new missile with Obadiah at a military base when terrorists attacked and blew up the weapon.

The result... A chunk of metal from the missile going haywire and piercing Tony's heart.

The terrorists kidnapped him, and told him to build a missile for them with the leftover parts.

Instead, Tony built- if you can believe it- a functioning suit of armor that can fire shrapnel and fly. He was able to fly away from the terrorist base and just barely made it to a military compound nearby.

From there, he returned to the United States... and made another suit, vowing to use it to protect innocents.

Now, he is playboy by day, hero by night. And sometimes day.

One day, Tony was coming back from fighting some guy named... Whiplash, I believe, when he went into his office to relax.

Someone was waiting for him. A someone named...

"Nick Fury," Tony smirked. "To what do I owe the pleasure?"

"I'm afraid this isn't a social visit. I've come because I need the services of a _very_ distinguished man."

Tony raised an eyebrow. "S.H.I.E.L.D. wants my help?"

Fury just laughed. "No, no, we don't want Tony Stark...

"We want _Iron Man_."

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><p><strong>AUTHOR'S NOTE: R &amp; R!<strong>


	3. Prologue 3: Thor

**AUTHOR'S NOTE: After this prologue, I just have the one with Hawkeye and Black Widow, and then the real story can begin! :D**

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><p>He wasn't supposed to be in this situation.<p>

He was a god, for crying out loud. He needed to be at his father's side, ruling over Asgard.

But no, he _had_ to let his hot-headedness take over, and go after a Frost Giant that merely stepped foot into the realm of the gods.

He learned two things that day: 1) Just because it's a Frost Giant, doesn't mean it's evil.

2) Odin Allfather is not pleased by boisterous behavior.

As punishment, Odin banished his son to Midgard, where the God of Thunder made a living trying to help mortals, and see if his good deeds would atone for his previous behavior.

It didn't work out quite that way.

The Odinson was capturing a gang called the Wrecking Crew when a large helicopter with the word "S.H.I.E.L.D." written across its sides.

None other than General Nicholas Fury stepped out, wearing his black eyepatch and a black trench coat. "Hello, Mr. God of Thunder."

The Thunder God faced Fury. "Is there something I can help you with, General Fury? For, if it is some military pre-emptive strike or something similar, I am not interested."

"Oh, it's not that at all. S.H.I.E.L.D. is putting together a superhero initiative, the Alpha-priority Villain-combating Exceptional Non-overt Genetically uniquE Recon Squad."

"I see. The 'A.V.E.N.G.E.R.S.'" The Asgardian replied.

"Yes. And we want you on that team."

"What is its purpose?"

"To combat superhuman or extraterrestrial threats."

The god let this sink in, then turned to Fury. "You want my help protecting this realm? You have it."

Fury smiled. "Welcome to the team, _Thor_."

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><p><strong>AUTHOR'S NOTE: ...Listen, maybe the acronym for "Avengers" wasn't great, but it was the best I could do. Sue me.<strong>

**Next up... Hawkeye and Black Widow!**

**R & R!**


	4. Prologue 4: Hawkeye And The Black Widow

**AUTHOR'S NOTE: The only reason this is longer than the other prologues is because a lot more happens in this chapter than in the others.**

**Enjoy: The final prologue!**

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><p>Nick Fury sat in a maximum security brig, waiting for his latest prisoner to arrive.<p>

He had personally requested the room be renovated to fit the following standards:

No windows, no bars, and a door that locks only from the outside. All necessary precautions for the incoming fugitive.

And in she came:

Natalia Romanov. 25 years old. Her codename was "Black Widow," because she stung just as deadly as her namesake when she assassinated her targets for Russian terrorists, who had kidnapped her as a child and trained her to be extremely hardcore.

As she was known for being resourceful, she had to wear special shock cuffs that would shock her if she tried to make a break for it.

As she was escorted into the cell by S.H.I.E.L.D. agents, Fury stood up, nodded to his men, and stepped out with them.

Soon, Natalia was left alone in the cell still wearing her cuffs, with nothing but a table, a chair, and a bed.

She took the bed apart, piece by piece, and gathered up all of the screws.

Then, she took two of them and carved one of them into a crude skeleton key.

Natalia stuck the key into her cuffs. Immediately, a shock was unleashed at full fury.

Before the electricity could get to her, she threw herself at the metal door, conducting an electrical surge through the door to the access panel next to it.

The panel short-circuited, and the door opened. And, to make things even better for her, the cuffs' residual energy supply was depleted. And unlocked.

Natalia had broken out of a maximum security S.H.I.E.L.D. prison cell in less than ten minutes. Longer than usual.

She would've probably made it out of the base if she hadn't noticed the archer standing right behind her.

She never saw him. Only felt the knockout gas from his arrow pelt her into unconsciousness.

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><p>When Natalia returned to consciousness, she wasn't in a cell. Rather, she was in an office, sitting in a chair in front of a desk.<p>

Sitting at the desk was Nick Fury, holding a gun. "I knew you'd escape that cell. It proves exactly what I've always thought about you."

"Which is?"

"That you'd be a potential member for my Shadow Team."

"One of those black ops teams you run, I suppose?" Natalia inquired.

Fury nodded. "Correct. It was specially founded to deal with metahuman or extraterrestrial problems. It's called the Ultimates by some of the members."

"Let me guess: You want me to join the Ultimates."

"Correct. In return, you get airbrushed out of the picture, severing any terrorist connections you might have. You'll also get a full pardon."

Natalia put on a quizzical expression. "That's two things I'm getting. You're only getting one."

"Well, you joining the Ultimates is good enough."

"Better idea. You put me into the A.V.E.N.G.E.R.S."

Fury nearly fell out of his chair. "Where did you learn about that?"

"Before you botched my assassination attempt on Colonel Coulson, I hacked into your database and found your file on it and some other interesting stuff. What's Project: Gauntlet?"

Fury knew when someone had him over a barrel. "...Fine. You can join the A.V.E.N.G.E.R.S. on one condition. You spend some time with the Ultimates first."

"Okay with me." Natalia smirked. She knew she'd bought herself a Get-Out-Of-Jail-Free Card.

Fury pressed a button on his desk. The archer from before stepped into the room. "Black Widow, this is Clint Barton, alias Hawkeye. He'll be your partner, and keep an eye on you in the meantime."

The two assassins shook hands, while Fury received a call on his private line. "What is it?"

It was one of his head scientists, Bruce Banner. "We've scanned the entire crash site of the hydrogen missile the Nazis tried to launch in 1945 for the remains."

"And...?"

"We found him, sir."

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><p><strong>AUTHOR'S NOTE: I'll give a cyber-cookie to anyone who can guess who "he" is.<strong>

**Captain America. Iron Man. Thor. Black Widow. Hawkeye.**

**The pieces are almost all in play...**

**_Marvel Rewrite: Avengers_ Ch. 1... coming out on May 4, 2012.**

**R & R!**


	5. Chapter 1: Avengers Assemble Part 1

**AUTHOR'S NOTE: Yeah! The first chapter! And a day early, too. :D**

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><p>Black.<p>

That was all Steve Rogers saw.

But soon... light. And blurry images. They seemed to be white. Angels, perhaps, ushering him into heaven.

The images became clear and focused in a few moments. There were no angels, just some scientists in labcoats. Steve felt wet and noticed that there was water all over him, and some ice.

The super-soldier's hearing returned soon, and he heard some strange pieces of dialogue:

"Doctor Van Dyne, would you please check Mr. Rogers's vitals?" A man, about 30 or so.

"Of course, Doctor Banner." _Woman_, Steve deduced. _Probably the aforementioned Van Dyne. Mid-20's at least._ "He seems to be fine. It's like he could just get right off the table."

Steve was fully awake now, but kept his eyes closed, just in case.

"Good. The General will be happy." _General? Was this a military complex?_ Steve wondered. He remembered seeing some guards by the door.

The Captain opened his eyes slightly, and saw a logo on Banner's coat with the word "S.H.I.E.L.D." and what seemed to be an eagle.

After remembering rumors of the Nazis putting together a new science division alongside Hydra, Steve didn't need to put two and two together to figure out what was happening here.

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><p>Nick Fury, Natalia RomanovBlack Widow, and Clint Barton/Hawkeye walked down to the med-lab where Captain Rogers was being treated.

"Remind why this Steve Rogers is so important to S.H.I.E.L.D.," Natalia asked.

Clint raised an eyebrow. "Are you joking? Captain America is one of the greatest American soldiers of all time. He served during World War II."

Fury added, "He was so valuable because he was enhanced by the Super-Soldier Serum, which Dr. Abraham Erskine created. Or should I say, the _only_ one enhanced."

The woman code-named Black Widow inquired, "You can't just make a new Super-Soldier?"

"No. Erskine was the only one who knew the formula, and it died with him." Hawkeye mentioned.

"And that's why we need Captain America's remains," General Fury concluded. "So we can make more Super-Soldiers."

Natalia nodded. "Are the remains alive?"

"Not that I know of."

"Then that probably means we'll have to find the formula the hard way. Too bad we can't just ask him." Hawkeye put in his two cents.

They were at the med-lab by this time, and just at that moment, a guard in riot gear was thrown out into the hallway, taking the door down with him.

Fury jawdropped. "WHAT THE ^#** JUST HAPPENED?" He took out two pistols, while Widow drew her sniper and Hawkeye readied his bow.

The three agents poked their heads into the room and saw Steve Rogers, in perfect condition, beating up S.H.I.E.L.D. officers. The doctors in the room, Banner and Van Dyne ran out at top speed, bickering:

"Bruce, didn't you say we'd be lucky if he could even talk?" The female yelled.

"Might have been off a little bit! Just a minor setback, Jan! Don't worry!"

"MINOR SETBACK? HE'S TRASHING S.H.I.E.L.D. AGENTS LIKE THEY WERE TRAINING DUMMIES, FOR CRYING OUT LOUD!" Jan was furious.

Fury whispered to his agents, "Okay, here's the plan. I'll go in first, see if I can calm him down. If I can't do it, Clint, you go in arrows firing. Natalia, back him up."

The General stepped into the room. "Listen, Captain. We're your allies. No need to-" He was silenced by the IV Rogers had just thrown at his head.

Hawkeye took this as his cue to step into the room and fire on the Captain. All it made the Super-Soldier do was a back-dive out the window.

"IS HE INSANE? HE'LL DIE!" Hawkeye exclaimed.

"Oh, relax, Barton. He'll be fine," Widow jumped out after her target.

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><p><em>This can't be happening<em>, Steve thought as he skydived out of what he assumed at first to be a Nazi base.

Then, he realized: _Why would Nazis be speaking English, and without a German accent?_

He didn't have much time to really think about that, though, since he saw a redhead diving after him with a sniper rifle.

She fired a few warning shots at him, but the soldier dodged them with ease. And in freefall, no less.

The woman was clearly about to make her next shot a direct hit, but then she took out some sort of pistol. She pulled its trigger, and a hook came out, grappling onto a nearby ledge.

_She could've taken the shot. Why didn't she?_ Rogers wondered.

Then he felt pain in his back, and saw a blur of red and gold before passing out.

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><p>Tony Stark was flying in his Iron Man armor over to the S.H.I.E.L.D. Triskelion to meet with Nick Fury about the A.V.E.N.G.E.R.S.<p>

The last thing he expected was a 350-pound man crashing into him from above.

Tony was just barely able to catch him, what with the sudden impact.

"GAH!" The genius billionaire fell anyway, crashing to the ground with his new passenger.

The two landed on a metal walkway, which bent at an extreme angle because of the pressure.

"Great. Billions of dollars, and S.H.I.E.L.D. can't stop a guy from leaping out a window." Tony groaned. The man was still unconscious. He took the time to look over the jumper.

Stark instantly recognized him as Steve Rogers, also known as Captain America. But wasn't he supposed to be a literal bag of bones by now?

Soon enough, Agent Hawkeye ran down the walkway to check on the Captain. "Is he okay, Stark?"

The genius billionaire rolled his eyes. "He's fine. Thanks for asking how _I'm_ doing."

"Well, I don't care how you're doing."

"Even though Fury invited to join this little boy band of his? Which makes you my teammate, technically."

"Still wouldn't care." Hawkeye ignored him and motioned over to some doctors following behind him.

The medics loaded Cap onto a stretcher, and took him into the Triskelion.

"I'm fine, thanks for asking," Tony called after them.

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><p>Loki stood on the Bifrost bridge, gazing into the abyss, the space between worlds.<p>

The trickster god thought to himself, _Phase One is complete. Manipulating my idiot brother into attacking that Frost Giant was too easy. Now that's he out of the way, I can start Phase Two._

Loki walked over to Heimdall, the Keeper of the Bridge. "Heimdall! I demand passage!"

Heimdall kept his cold, calm demeanor. "I will do what my prince asks."

"Then, I ask that you open a portal to Muspelheim."

"What business would you have with the Land of the Demons?"

"My business. Which does not involve you. Now, open the Bifrost!"

"If that is what you desire." A rainbow-colored portal opened, with a red rim around the edges, signifying that it led to Muspelheim.

Loki stepped into the portal, to gather his potential allies.

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><p>"So... we won the war?" Steve asked.<p>

"We won it, Cap. Don't worry one bit." _Poor guy_, Nick Fury thought. _Having to wake up from ice and catch up on seventy years of history must be murder._

"What happened to Hydra? And the new science division?"

"Hydra is still operative. Not as powerful as they were in the 1940's, but still pretty powerful." Nick told the Captain. He noticed Natalia uncomfortably shift over at the side of the room. Bad memories, perhaps.

"And the new science division...?"

"It's called A.I.M. Advanced Ideas Mechanics. While Hydra focuses on biology and chemistry, A.I.M. focuses on technology. They're our worst enemy right now." Widow interrupted.

"I see." Cap nodded.

There was a short silence, which General Fury broke with the words: "Well, Mr. Rogers, I think it's time you learned who your teammates are."

"Teammates?"

Fury gave Rogers a file marked _Project: A.V.E.N.G.E.R.S._ "Welcome to the team, Captain."

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><p><strong>AUTHOR'S NOTE: Muspelheim and Loki V.S. the Avengers? I wonder who to root for.<strong>

**Longest. Chapter. I've ever written. Wow.**

**Also, I'd like to announce there will be other _Marvel Rewrite_ fics, it'll just be a while before they're started.**

**R & R!**


	6. Chapter 2: Avengers Assemble Part 2

**AUTHOR'S NOTE: The second part! Here.**

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><p>The doors to the meeting room opened, and Steve Rogers stepped through them.<p>

To him, it hadn't even been two days after World War II, and yet, he was already on a new mission.

Fine with him, really. Steve never liked sitting around anyway.

As Steve stepped into the room, he immediately recognized his teammates from the dossier Fury had given him not long ago:

Tony Stark. Iron Man. They'd met when Tony accidentally crashed into him in mid-flight. Not the best first impression.

Clint Barton. Hawkeye. Shot arrows at Steve after the super-soldier threw an IV at Fury's head. Again, not the best first impression.

Natalia Romanov. Black Widow. Skydived after him with a sniper rifle. Three for three.

And Janet Van Dyne. First time meeting her. _Lord, she's pretty_, Steve thought.

Fury walked in behind Steve. "Okay, team, let's get to work. An... associate of mine gave me some intel on a nearby threat. I'm sure you've all reviewed the files I've given you?"

Barton nodded. "I always read what you shove at me, Nick. Why bother asking?"

"Well, Hawkeye, not everyone here is a high-ranking agent who's in on my inner circle."

Stark raised an eyebrow. "That aimed at me, Nicky, old boy?"

Nick slammed his hand on the table everyone was sitting at. "I know you're new to government operations, Stark, but I'll tell you know, you do _not_ call me Nicky. You call me General Fury, General, Mr. Fury, or if you must, Nicholas. But not 'Nicky.' Capishe?"

Stark nodded. "Aye-aye, Nick."

_What a jerk_, Steve thought. _No respect for superiors._ "If you don't mind, Stark," the super-soldier interrupted, "I'd like General Fury to continue with the briefing."

The general nodded. "Thank you, Captain. As I was going to say, a contact of mine did some short recon on an impending threat that- as you know from the files I gave you- is fairly dangerous."

Steve was bewildered. The file said that the threat was a _god_. And yet, Fury considered this Loki guy as "fairly dangerous?"

Nick continued the briefing. "My contact, who you'll probably be meeting very soon, followed our target and saw him step into a portal- I think he called it the Bifrost- headed for a place called Muspelheim."

Natalia interrupted. "I remember reading about that place somewhere. It's supposed the land of the fire demons, if I remember correctly."

"Correct. Unfortunately, that's all we know about this situation. Just that Loki, the god of mischief, and an army of evil fire demons."

Jan chimed in. "So, if Loki's gathering a huge army, he's probably doing it so he can attack Earth, right? So, when is he coming here?"

At that moment, the Triskelion shook with an explosive force. Flames could be seen bursting out the windows.

Everyone was thrown across the room. Steve landed over by the window. He couldn't believe what he was seeing.

In a portal over the city, large flames leapt out in the shape of people. In the humanoid flames, red skin could be seen, and huge gray horns. Plus axes.

"That answer your question, Jan?" Fury asked, rubbing his head in pain.

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><p>Bruce Banner thought it was just going to be a normal day. Dead wrong.<p>

He figured all that would happen was that he'd test his new Super-Soldier Serum, which supposedly worked by altering the subject's genetic structure through gamma radiation.

Bruce's schedule for the day was to take the serum and inject it into the volunteer subject, a Mr. Lucas Cage.

Bruce, Cage, and Bruce's assistants were prepping to administer the serum when a giant explosion of flame burst through the window.

The machine that held the experimental substance exploded all over Bruce and Cage... mostly Bruce.

Cage's skin burned, and he leapt out yelling in pain.

Bruce simply collapsed to the ground in silence. As unconsciousness encompassed the good doctor, the last thought:

_Rage._

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><p>Fortunately for the team, Steve was wearing the new uniform that S.H.I.E.L.D. designed for him under his civilian clothing. All he had to do was take it off and he was set. In addition, Hawkeye, Widow, and Stark were wearing their uniformsarmor.

Captain America. Iron Man. Hawkeye. Black Widow. Janet Van Dyne- wait, where was Jan's costume?

That clearly didn't matter at the moment, because right now, the objective was taking down the bad guys.

"So, Cap, you ever done anything like this before?" Hawkeye asked the captain as he readied his bow.

"I attacked a guy with a red skull mask and a god-cube. Does that count?" Captain America joked.

"Close enough. What about fire demons?"

"No, just Nazis and people with flat-screens for bodies." Another quip.

The four heroes and Jan leapt out the windows and hit the pavement outside with a thud.

A fire demon ran over to where they stood. Hawkeye fired a few arrows at what appeared to be the demon's head.

"Great. Anyone have a plan of attack?" Hawkeye jawdropped.

Iron Man flew into the air, firing repulsor blasts at the beast. "Yeah, here's mine: run in, kick butt. End of story."

The creature spewed fire at Iron Man, who quickly evaded the blasts with his propulsion boots.

"#!&^ it... armor, repulsors and unibeam- full spread." The man in armor released pure energy from his hands and chest, nearly blinding his teammates. Everyone had to shield their eyes.

When it was safe to look, the fire demon was a smoldering pile of lava, no longer alive.

Iron Man nodded. "That seemed to do the trick."

Captain America called to him. "Stark! Can you do that to the other monsters?"

"I can, but I kind of have to go into space first."

"It's amazing how casual you people sound when you say this stuff," the super-soldier rolled his eyes.

"Welcome to the twenty-first century. How long can you hold the fort here for me?"

"Half an hour. Is that long enough?"

"That should be more than enough time." Iron Man flew into the air, toward space.

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><p>Half an hour later, Manhattan was nearly in ruins.<p>

Any building that wasn't already on fire, was being burned at any given moment.

All Loki did was smile. Chaos was spreading over Midgard, and all he needed to do was open a portal.

"Could this day be any more wondrous?" The mischief god asked aloud as he stood in the air, above a skyscraper.

Soon, a large S.H.I.E.L.D. chopper rose into the air in front of Loki. A voice spoke: "Loki! This is Nick Fury! Stand down, or we will bring the thunder!"

"You humans never cease to amaze me. How can you possibly hope to stop me with bad weather? Do your worst." The trickster sneered.

"Fine by me," Nick warned.

A bolt of lightning flashed in the sky, and clouds rumbled with thunder.

Loki cackled. "As I said: Bad weather does not make me fear."

"It's not the weather you should be worrying about. Just what's causing it."

"What do you-" The mischief god paled with realization. "Oh. Probably should've seen that coming."

From the clouds emerged Thor, the God of Thunder. With a mighty bellow, he yelled, "LOKIIII!"

A huge bolt of lightning struck Loki, who was immediately blown off the building.

Thor caught him as he fell. "LOKI! WHAT HAVE YOU DONE TO MIDGARD?"

"I've done nothing. It was the Muspelheimians. They came here-"

"YOU BROUGHT THEM HERE!"

"...Okay, I'll admit to that, but there's nothing I can do right now. The fire demons have overrun the city, and there's nothing we can do to stop it."

_There must be_, Thor thought. _There must be a way to save this realm!_

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><p>"Where's Stark? He said he'd need half an hour, so where is he?" Captain America deflected a fire blast with his shield.<p>

As if to answer his question, a large humanoid-shaped warship, about the size of a battleship flew in from the sky. It beared the colors of red and yellow, and looked exactly like-

"Iron Man in the house! Yeah!" Iron Man fired missiles, repulsors, and lasers at a nearby demon. It almost immediately turned to lava and died.

"Stark! Can you do that to the others?" Cap yelled to his teammate.

"Of course I can, just take care of Loki!"

"Got it!" The man in steel flew toward the other demons and shot at them.

The super-soldier tapped the communicator on the side of his mask. "Hawkeye! Widow! Jan! Move to where Loki is and hit him hard! I'll be there soon to back you up!"

A chopper landed near Cap. Fury stepped out. "Captain! Need a lift?"

"It'd help! Where are the others?"

"En route to Loki."

"We may need some backup! How soon can a couple of S.H.I.E.L.D. squads get down here?"

"We don't need 'em. See that lightning up there?" Fury pointed to the sky.

"Yeah."

"That's our backup. His name is Thor."

* * *

><p>Thor slammed into Loki with his enchanted hammer, Mjolnir. "It is over, brother!"<p>

"Never! NEVER!" Loki tossed throwing knives at his brother.

And then, he stood straight, in an abrupt manner.

Loki fainted as something flew out of his ear. It was humanoid, with wings.

Thor was dumbfounded. "What manner of magic...?"

It was a human. Albeit, a small one with wings, but a human.

"No magic. Just an energy surge fired into his brain. He'll live." She smiled.

Iron Man landed by Thor. "Okay, I think all of the fire demon guys are lava. What'd I miss?"

The tiny woman flew up to him. "Not much. Just me totally taking down a god."

Iron Man tilted his head. "Jan? Is that you?"

Jan nodded. "Why do _you_ think I'm on the team?"

"...Fair point. Now, let's get Fury and give him the repair bill for Manhattan."

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><p><em>As I stare into the depths of the Infinity Well, I see many things in the cosmos.<em>

_At present, I see events on Earth. Powerful humans fighting gods._

_And I see something else, in a building called the Triskelion. A file marked "Project: Gauntlet."_

_I have confirmed it. What I seek is on Earth._

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><p><strong>AUTHOR'S NOTE: That paragraph in italics is foreshadowing something, and so is the paragraph with Bruce Banner.<strong>

**R & R!**


	7. Chapter 3: Monsters In The Night

**AUTHOR'S NOTE: Seriously? Only one review last chappie?**

**Well, I hope I get reviews on this one... because this time around, it's Avengers versus HULK!**

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><p>"What. The. %#**. Happened here?" Nick Fury jawdropped.<p>

In a Triskelion sub-basement, where Dr. Bruce Banner's lab used to be, there was only a shattered Rebirth chamber, a broken window, a dead lab assistant, and pieces of machinery and such scattered about the room.

Captain America, Iron Man, and Janet Van Dyne were asked to come down and examine the lab.

Cap, to look for evidence of what had happened.

Iron Man, to scan the room for any dangerous gases or chemicals.

Jan, to take what Cap and Iron Man had gathered and make sense of it, since she used to work with Bruce.

"I'll ask again," Fury couldn't believe the shape the room was in. "What happened?"

Jan walked over to her superior. "As far as I can ascertain, nothing good. There are major traces of gamma radiation, probably from Bruce's serum."

Cap looked up. "Serum?"

"Bruce was working on his version of the Super-Soldier Serum. He believed that the key to the original serum was gamma radiation. He was probably testing the serum when Loki attacked." Jan explained.

Fury nodded. "Got it. Continue."

"As I was saying, it would appear that the serum leaked all over either Bruce or the test subject. Either way, the result wasn't good."

"To say the least." Fury looked over the remains of the Rebirth chamber.

"Uh, Jan?" Cap pointed on the ground.

There was a footprint, about 6 inches in width. It was followed by one footprint, then another, then another, then another, and so on until they reached the wall with the broken window.

"This mean anything to you?"

* * *

><p>Hawkeye and Black Widow were not in the best of shape, kind of like the city itself.<p>

They'd been thrown against walls, punched, kicked, and had at least one broken arm each. All from a giant, no less.

"Un. Freaking. Believable. First Loki, now this?" Hawkeye couldn't believe what he was seeing.

The monster was at least eight feet tall, and had muscles larger than anything he'd ever seen. And top it off, his skin was gray, but was slowly gaining a greenish hue.

Widow reloaded her guns. "It's some kind of hulk!"

"No duh, Romanov. Now, we need to figure out how to stop it. Bullets don't do anything." Hawkeye fired some arrows.

The monster- or Hulk, to be more accurate- swatted the arrows in mid-air, breaking them in half.

"...The one time we need Stark, he's not here." The archer groaned. "Widow! Fall back, or get Stark on the line."

The ex-terrorist threw her earpiece communicator to Hawkeye. "Call up the rest of the team." She shook her head. "This week just can't get worse."

* * *

><p>Not long after, Cap, Iron Man, and Jan- now deciding on the name "Wasp"- were in a S.H.I.E.L.D. chopper, ready to be airdropped into the battlefield.<p>

"Okay... Cap, I'll pay you five bucks to 'chute out first." Iron Man put his helmet on.

"Stark, if anyone goes in there first, it's you."

"Give me one reason to step out of this chopper." Stark said indignantly.

Cap pushed him out. "There you go."

Stark hit the ground with a thud, and looked up to see the face of the Hulk.

"...Uh-oh." Iron Man groaned.

"RAWWWRRR!" Hulk bellowed in his face.

The armored Avenger threw his fist into the monster's face. "Could use backup!"

Hawkeye leapt from a rooftop just as he said that. "Stark! Move so I can get a clear shot!"

Iron Man tried to shake off Hulk by flying into the air, but the monster held onto his leg. "Clint, you're going to have to hit him now, or we're dead."

"Got it." The archer fired a special arrow. It made contact with Hulk, but he didn't even flinch. He only swatted Hawkeye aside.

Black Widow ran in after her teammate. Hulk delivered a jaw-shattering blow before a bullet could be fired.

Five minutes and already one-third of the A.V.E.N.G.E.R.S. were down.

* * *

><p>Captain America and Wasp jawdropped at the carnage below.<p>

"Well, we're dead." Wasp groaned.

Cap pulled out a S.H.I.E.L.D. communicator. "Relax, Jan, we have a plan." The communicator beeped.

A familiar voice spoke. "Captain, Fury hath told me of thy dire situation. Is mine assistance required?"

"You bet it is. Hail Iron Man. He'll give you the coordinates."

* * *

><p>"<em>Sir, armor structural integrity is at only 12%,<em>" Iron Man's armor mainframe- called Mainframe, coincidentally- reported how badly the suit was damaged from Hulk's latest sucker punch.

"I don't care! How much repulsor energy do I have?"

"_5%, unfortunately._"

"Fire repulsors, then. Full spread." Blue beams were emitted from Iron Man's chest, hands, and shoulders, knocking Hulk about twelve feet into the air.

The gamma-induced creature shook off his injuries, then clapped his hands together.

The resulting blast shattered windows and what was left of Iron Man's armor's durability.

"BEAST!" A loud voice bellowed from behind Hulk.

"WHAT?" Hulk turned around in anger.

His answer was a hammer to the face. Or, to be more precise, the mystic hammer known as Mjolnir.

After the staggering blow, Mjolnir returned to its owner, Thor. "You shall stop this carnage!"

"NO!"

"Listen, you hulking beast, I will not allow thee to smash the realm of Midgard." Thor attempted to reason with him, but it only brought one response:

"Hulk... SMASH!" The behemoth slammed the Thunder God in the throat. Thor retaliated by unleashing a savage uppercut to Hulk's chin, who in turn threw Thor against a building.

* * *

><p><em>The brute is formidable,<em> Thor thought as he rubbed his head. _But he is nothing compared to the mighty Thor!_

Thor regained his bearings, and stood up to continue his battle with the Hulk.

Hulk paid no heed to Thor, mainly because he was busy swatting the air uncontrollably.

"Um... art thou well?" Thor inquired.

Hulk spun around quickly, but only to swat whatever was bothering him.

The god was hailed on his earpiece communicator. "It's Captain America," the communicator spoke. "If you're wondering what Hulk's deal is, Wasp is flying around his head to distract him."

"I see."

"Whatever you do, stay put. It's my turn to get in a shot."

Immediately following, a _BAM_ could be heard from above.

Hulk stiffened, stumbled around woozily, and ran into a nearby building.

The building crumbled to pieces, but Hulk was able to jump into the air before he could be buried.

The monster then leapt away as fast and far as he could.

Thor hailed Cap. "Would it be best if I pursued him?"

"No, he's the least of our worries right now. Have you seen the city?"

Thor took the time to look closely.

Skyscrapers had either chunks taken out of them or were demolished. Dead civilians littered the streets, all of them squashed. Fires raged across the cityscape.

"...Fair point," Thor replied.

* * *

><p>Good news: After the LokiMuspelheimians and Hulk incidents, the group of superhumans were now known across America. Headlines such as "Avengers Stop Fire Demons" or "Ravaged City... Avenged!" were seen across many newspapers.

Bad news: It took about 16,096 civilian deaths to make that clear. Most of those casualties being from Hulk's rampage.

"Well," Nick Fury nodded with approval as he saw an article praising the team. "I guess this may work after all."

* * *

><p><em>As I gaze into the depths of the Infinity Well, I see the raw power the Avengers hold, as well the threat to my plans they present.<em>

_Still, the well allows me to see many things, including the future._

_And the future holds many things. Including one who can travel through it fluidly..._

_I wonder: Will he beat the Avengers?_

* * *

><p><strong>AUTHOR'S NOTE: I'll give you some hints as to who the next villain is:<strong>

**1) He can travel through time.  
>2) He's from the 31st century (I think).<br>3) I did an Ultimate version of him in my story _Ultimate Conquest_ (yes, that was a plug).**

**R & R! **


	8. Chapter 4: Time Warrior Part 1

**AUTHOR'S NOTE: I've been getting reviews and PMs about Hank Pym appearing. I assure you, he will be in this fic. You just have to wait till chapter six to see him.**

* * *

><p><em>It is time to see what this latest threat can do to oppose the Avengers.<em>

_I see that he can do many things unfathomable to men of the 21st century._

_He can alter and travel through time at will, and send others in time as well._

_The question remains: What can Nathaniel Kang do to defeat these heroes?_

* * *

><p>In the 31st century, Nathaniel Kang was a respected physicist who invented the Kang Theory.<p>

The theory stated that, if space-time was warped enough, and in a certain manner, a person could travel from one point in time to another. They could also reach different places. For example, one living in modern-day America could travel to ancient Rome if he or she applied the theory.

It was this theory that gave Kang the inspiration to build a small jumpsuit that would warp space-time. The prototype worked well, but there were... side effects.

A) Kang was now a tad bit insane, and his mind was driven with the need to conquer.

B) He ended up smack in the middle of the Triskelion.

* * *

><p>Clay Quartermain joined S.H.I.E.L.D. to serve his country and stop terrorists.<p>

He didn't join up so he could fight nutjobs in green and purple spandex, wires hanging out in places.

And yet, here he was holding a gun to an intruder's head, who just happened to have the aforementioned description.

"Hands in the air, freak!" Clay spoke in a loud, firm, voice.

Kang (the intruder) muttered: "Primitive fool."

Kang punched Clay in the jaw. The agent quickly passed out from the blow.

The future-man walked over and took Clay's gun.

The second he lay a finger on it, though, the intruder alarm was set off, and a group of S.H.I.E.L.D. agents came toward him.

As well as a few other people...

One wore red, white, and blue. He had a large white star on his blue chest. He wore a red-and-white belt, and his blue helmet bore the letter A on it. _Captain America_.

One looked like a large robot, mostly red. There was, however, gold on the upper arms, legs, waists, and faceplate. His arc reactor in the center of his torso was glowing diamond. _Iron Man_.

One had long, golden hair, yet was male. He wore Viking battle armor, minus the helmet. A long red cape flowed from his shoulders. He held a large, powerful hammer in his right hand. _Thor_.

One also had blonde hair, but his was far shorter. His uniform was a sleeveless dark-purple unitard made of kevlar. There was a small red H in the middle of his chest. His purple visors had red lenses, and he held a bow in his hand. A quiver was on his back. _Hawkeye_.

One had long red hair, and wore a simple black uniform with S.H.I.E.L.D. logos on both shoulders. She carried twin pistols. _Black Widow_.

And the final one was another female, with short black hair. Her uniform was like that of Hawkeye's, but there was a W rather than an H, and the color scheme was instead black and gray. _Wasp_.

"The mighty Avengers," Kang leered. "Prepare to meet thy doom."

* * *

><p><strong>AUTHOR'S NOTE: Short chapter, but only because I'm totally out of energy.<strong>

**R & R!**


	9. Chapter 5: Time Warrior Part 2

**AUTHOR'S NOTE: Heads up, the ending to this is somewhat OOC for the characters. Except Iron Man.**

* * *

><p>"Guys, do any of you know who this is?" Hawkeye glanced at his teammates. He didn't recognize Kang one bit, and found his outfit to be quite eccentric.<p>

"Can't say I do, but that tech looks insanely advanced for the 21st century," Iron Man analyzed. "Maybe he's from the future."

Kang fired a few shots from a S.H.I.E.L.D. pistol. "Stay where you are, superheroes!"

Captain America held his hand in the air, motioning for everyone to stand down. "Stand down, troops. He's clearly got an upper hand here."

"Upper hand? Cap, we have laser rifles, a suit of armor, and a god on our side! He just has one pistol." Hawkeye aimed his bow at Kang's head.

"I said weapons down, Barton!" Cap glared fiercely at the archer.

"%#** no!" Hawkeye fired an arrow straight at the future-man's face.

A portal opened in front of Kang, and the arrow disappeared into it.

"What? Where'd my arrow go?"

"Through time," Kang explained. "You see, my suit allows me to open portals that can send things to another time."

"Holy #$!*, I want one of those," Iron Man wished.

"However, Stark, you're just not smart enough to know how to build one. I, on the other hand, am."

This surprised the armored Avenger. "What the- how do you know my name?"

Kang smiled. "I hail from what you would consider the future."

"How is that even possible? Is that even possible?" Black Widow cocked her guns.

"Probably, if you know the quantum physics required," Wasp pointed out.

"I have come here for a sole purpose," Kang declared. "Other than testing my time travel suit, I wanted to meet you Avengers in person."

"Is he joking?" Cap raised an eyebrow.

"No. I want to tell you all that you will face many hardships in your time together as a team. It's only fair that you see what lies ahead."

Kang pressed a button on his suit, and a white light encompassed the Avengers, taking them to another time.

* * *

><p>"What the...what is this?" Thor looked around as the team floated in an empty white void.<p>

Soon, moving images started to form around them.

The first image: A blue alien in green and white firing upon a green alien in purple and black in some sort of arena.

Hawkeye groaned. "Wonderful. We're gonna be stuck dealing with those freaks?"

Cap narrowed his eyes. "I don't know about you, but it looks like that might be fun."

The second image: A group of superhumans just like the Avengers, but with different and varied members. Except for a certain, big, green member...

"The Hulk!" Wasp cried out in recognition. "But he's not green. He's gray."

"Mayhaps he turned green somehow," Thor suggested.

The third image: Like the past image, a group of superhumans... but more villainous.

"Okay... those guys don't look like someone I'd want to run into," Iron Man quivered.

The fourth image: A giant, towering over the streets of Manhattan and destroying everything in sight.

Black Widow paled. "I think I almost prefer the last one. What the heck is that thing?"

The fifth image: A large, purple, muscular man with a glowing gold gauntlet standing on a barren moon.

But this image seemed to hold great significance. It seemed to resonate large amounts of evil in loads.

"I'll say one thing: I think I was better off in ice," Cap was nearly speechless.

After these images were seen, the team was returned to their time, at the exact moment they left.

* * *

><p>"Do you see now?" Kang leered. "You cannot stop what comes. There is only one thing you can do."<p>

Hawkeye slowly recovered from the time travel experience. "What might that be?"

"Surrender to me, and allow me to take reign over your world. You are clearly its champions, and so you must dictate who rules it."

Cap assumed a strong position, radiant with leadership and courage. "We don't rule this world. And neither do you."

"It appears I'll have to do this the hard way, then," Kang leered.

A portal opened behind the conqueror. "What is-"

Kang was interrupted by the arrow that swiftly emerged from it and pierced his skull. Death came instantly.

Everyone was speechless. Hawkeye broke the silence. "Did I seriously shoot an arrow through a time portal and _still_ not miss?"

Black Widow nodded. "I'm pretty sure the bleeding corpse on the floor answers your question."

"Yeah... but didn't he know that it would kill him? Since he's allegedly from the future and all."

"All of this time travel stuff gives me a headache," Iron Man said, removing his helmet. "I'm gonna get a drink." He then proceeded to leave.

The rest of the Avengers glanced at their teammate, then at the dead Kang.

"Screw it, I need a break," Wasp followed Iron Man. Cap, Thor, Hawkeye, and Widow did the same.

* * *

><p><em>A pity. I assumed that Kang would at least put a dent in them.<em>

_I see now that I will have to intervene in some way or another._

_But what is this? I foresee a new member joining their ranks..._

_Yes. I know exactly who this._

_He who will bring upon the Avengers' greatest enemy..._

* * *

><p><strong>AUTHOR'S NOTE: Next chapter, I'm bringing in... Giant Man!<strong>

**R & R!**


	10. Chapter 6: A Giant Among Men

**AUTHOR'S NOTE: Sorry, for not updating in a while, but now that I'm back, I promise I'll have more chapters up soon.**

* * *

><p>"So, we're getting a new teammate?" Captain America asked Wasp. The team was asked to suit up and head down to the meeting room to meet the Avengers' latest member.<p>

"Yeah, Hank Pym. He's my boyfriend," Wasp explained. "He's a brilliant biologist who invented Pym Particles, which alter size. They're what make me small."

Iron Man nodded. "I know him. We've worked together before. Nice guy, but he needs to get more sleep."

Wasp agreed. "I don't think I've ever seen him take a nap."

They approached the meeting room doors and opened them, only to find...

Nick Fury twirling a pencil. Alone.

"What the- where's Hank?" Jan asked, in somewhat of a panic.

"Still waiting on him," Nick replied. "Most likely napping."

"I'll go get him." Wasp shrunk down to insect-size and flew off into the corridor.

She came back a few minutes later with Dr. Hank Pym, who looked extremely tired and like he could pass out at any moment. Clearly the telltale signs of an extreme workaholic.

"Sorry, I'm late, General," Hank sat down. "I was working on those new Ultron drones you wanted me to finish."

"I'm happy that you try to get your work done, Hank," Fury accepted his apology. "But at least try to be on time for meetings. And get some sleep, for crying out loud. I've seen corpses that look better than you."

"I don't need sleep, General. I need... coff... eeeee..." Hank started snoring.

"I got this." Iron Man punched some buttons on his wrist. A speaker popped out of his shoulder and started blaring "Shoot to Thrill" at full volume.

Hank's eyes burst open, and fell onto his butt in surprise. "Oh my God!"

Cap glared. "I hardly think that was necessary, Stark. Completely uncalled for."

The billionaire shook his head. "No, that was called for. He needed the shock."

Hank nodded. "Actually, I kind of did need that. I needed a quick jolt. Aside from my Ultron drones, I've been up late working on Pym Particles 2.0."

"What do those do?" Nick Fury asked.

"...We're gonna need some open space." Hank led the team out of the meeting room and toward a gymnasium with an abnormally large roof.

"Hank, this looks like the hangar room." Nick looked around and saw how wide and empty it was, save a table with a red jumpsuit.

The workaholic nodded. "It is the hangar room. I need the retractable roof."

"Why?" Iron Man asked.

"You'll see." Hank put on the red jumpsuit. It was completely red, save the orange goggles, gloves, boots, and antennae.

After doing so, Hank pushed a button on his wrist, then fell to the ground in agony.

"Hank!" Wasp ran to her lover, knowing he was hurt.

"NO!" The scientist yelled to her. "It's okay... just not used to this stress... I'll be fine..."

Upon saying those words, he immediately grew to 59', 11". The roof immediately opened to accommodate for his size.

**"How's this look, Nick?"** His voice boomed across the room.

"...Yup, I made the right call putting you on the team." The director of S.H.I.E.L.D. jawdropped in awe.

* * *

><p><strong>AUTHOR'S NOTE: What I think I'll do is, I'll put up a few more chapters of this, go over to <em>Spider-Man<em>, then put up _Fantastic Four_ Ch. 1. Sounds good?**

**Next chapter: We meet Captain Marr-Vehl of the Kree! What exactly is his purpose for being on Earth, and what exactly is the Coming War?**

**R & R!**


	11. Chapter 7: KreeSkrull War Part 1

**AUTHOR'S NOTE: Here's the long overdue first part of... the Kree/Skrull War! I also added in some guest stars to make up for the long wait.**

* * *

><p>"My first mission is <em>what?!<em>" Hank Pym couldn't believe his ears.

The full team was assembled in the Triskelion's meeting room, plus Nick Fury. The general was assigning individual duties to the teams, and Hank had just gotten his: Oversee the launch of NASA's new space shuttle, the _Fantastic_.

"I don't believe it. I've always wanted to see a shuttle launch, though I don't understand why I'm getting assigned to it."

Fury replied, "Well, Hank, as you know, this is no ordinary launch. We've been told that the ship is to be sent through a wormhole that supposedly leads to another universe. Since you're the big-shot scientist of the team, you're the best candidate for the job."

Iron Man spoke up. "I'm sorry, how is _he_ the big-shot scientist? I'm a multibillionaire who's built multiple suits of technologically advanced armor."

The size-changer looked over the armored Avenger. "Have you ever even _heard_ of wormholes?"

"Of course."

"Do you have any idea how they work? I do."

"...Oh, shut up."

* * *

><p>Not long afterward, Hank was at a Nevada launch site, which was where he met the team that was headed into space.<p>

"Hank Pym! Good to meet you," The leader of the crew shook Hank's hand eagerly. He was obviously a fan of his.

"Thanks. It's good to meet you as well. Your name?"

"Oh, I'm Dr. Reed Richards. I designed the wormhole transporter we're using," Reed beamed.

"Really? Wow. How come I never heard about you on the news or in science magazines? You're obviously a genius in your field."

"I am a genius, yes. But I work for the government, so my stuff is top-secret from the public."

Hank nodded. "Makes sense. Who else is a member of your crew?"

Reed nodded for his crewmates to come over to Hank. One of them was a beautiful blonde woman, about a year or two younger than Reed. "Susan Storm, the team biologist," Reed introduced.

The second was probably the girl's younger brother, because he resembled her, except he was obviously more masculine, and was a little shorter in terms of body height and hair. "Johnny Storm, our engineer."

The third and final of Reed's teammates was a big, bulky man a little older than Reed, and far more well-built. "Ben Grimm, ship's pilot. He just about rounds out the pack."

Hank nodded and shook hands with everyone. "What's the purpose of your mission?"

"Follow me and I'll tell you," Reed pointed over to the exit. Hank followed him, and Reed's crewmates did the same.

As the five of them walked out of the building, Reed explained: "Our ship, the _Fantastic_, will be sent from here, in Nevada, through a wormhole into another dimension and meet up with another ship being sent from Florida. We're both carrying two separate, unique objects. We will both go through our separate wormholes, meet up, trade off, then return home."

Hank nodded. "Makes sense. But why do you need the shuttles so far apart?"

"If two portals are too close together, the resulting interference would disrupt the dimensional transfer. Our DNA might be seriously altered. It's a risk that we can't afford to take."

"I see." The group of five eventually reached the launch platform, where Reed and his squad said goodbye and boarded the shuttle.

* * *

><p>Things went wrong almost immediately.<p>

The wormhole opened up, on schedule, for the shuttle to go through.

The _Fantastic_ started up and zoomed toward the portal.

A large _BOOM_ was heard.

Another portal, identical to this man-made one, opened in the sky. Both portals crackled, and immediately shut.

The one on the ground swallowed the _Fantastic_ whole, while the one in the sky spit out another ship, clearly not of Earthly origin.

It was V-shaped, and a mix of green and white. The colors seemed to be mixed together like Earthling camouflage.

"Oh, great..." Hank took out his cell phone. "Nick? It's Hank. Things just went from dangerous to out of control..."

Iron Man flew at top speed over to the launch site. He couldn't believe the size of the spacecraft that the new portal had just barfed out. "Unbelievable... that thing is huge! If this is an alien invasion, I'm blowing that thing to hell, I don't care if Fury wants to study it."

Suddenly... a door seemed to open out from the ship's left side.

And someone stepped out.

It was a humanoid, from the looks of it. His gloves, boots, and helmet were white, but everything else was green. Even his face.

On his chest glowed a large planet emblem.

"Oh, Christ... I'm going to have hit someone, aren't I?" Tony groaned.

* * *

><p><strong>AUTHOR'S NOTE: Yes, the Fantastic Four are in this arc, which means their origin is in this fic rather than <em>Marvel Rewrite: Fantastic Four<em>.**

**PM me or review if you have any questions regarding upcoming _Marvel Rewrite_ fics, as I have plenty of them in the works... I'll list them in the next Author's Note if you want.**

**R & R!**


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